Common use of Termination Upon a Change of Control Clause in Contracts

Termination Upon a Change of Control. Officer will be entitled to terminate this Agreement upon a change of control and, subject to Section 7 hereof, will be entitled to all of the salary, benefits and other rights provided in this Agreement as though the termination had been initiated by Employer without cause. For purposes of this Agreement, a change of control will take place upon the occurrence of any of the following events: (a) the acquisition after the beginning of the term of this Agreement in one or more transactions of beneficial ownership (within the meaning of Rule 13d-3(a)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by any person or entity (other than Officer) or any group of persons or entities (other than Officer) who constitute a group (within the meaning of Rule 13d-5 of the Exchange Act) of any securities of Employer such that as a result of such acquisition such person or entity or group beneficially owns (within the meaning of Rule 13d-3(a)(1) under the Exchange Act) more than fifty percent of Employer's then outstanding voting securities entitled to vote on a regular basis for a majority of the Board of Directors of Employer; or (b) the sale of all or substantially all of the assets of Employer (including, without limitation, by way of merger, consolidation, lease or transfer) in a transaction (except for a sale-leaseback transaction) where Employer or the holders of common stock of Employer do not receive (i) voting securities representing a majority of the voting power entitled to vote on a regular basis for the Board of Directors of the acquiring entity or of an affiliate which controls the acquiring entity, or (ii) securities representing a majority of the equity interest in the acquiring entity or of an affiliate that controls the acquiring entity, if other than a corporation.

Termination Upon a Change of Control. Officer will be entitled to terminate this Agreement upon a change of control and, subject to Section 7 hereof, and will be entitled to all of the salary, benefits and other rights provided in this Agreement as though the termination had been initiated by Employer without cause. For purposes of this Agreement, a change of control will take place upon the occurrence of any of the following events: (a) the acquisition after the beginning of the term of this Agreement in one or more transactions of beneficial ownership (within the meaning of Rule 13d-3(a)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by any person or entity (other than Officer or the Chief Executive Officer) or any group of persons or entities (other than Officer or Chief Executive Officer) who constitute a group (within the meaning of Rule 13d-5 of the Exchange Act) of any securities of Employer such that as a result of such acquisition such person or entity or group beneficially owns (within the meaning of Rule 13d-3(a)(1) under the Exchange Act) more than fifty percent 50% of Employer's then outstanding voting securities entitled to vote on a regular basis for a majority of the Board of Directors of Employer; or (b) the sale of all or substantially all of the assets of Employer (including, without limitation, by way of merger, consolidation, lease or transfer) in a transaction (except for a sale-leaseback transaction) where Employer or the holders of common stock of Employer do not receive (i) voting securities representing a majority of the voting power entitled to vote on a regular basis for the Board of Directors of the acquiring entity or of an affiliate which controls the acquiring entity, or (ii) securities representing a majority of the equity interest in the acquiring entity or of an affiliate that controls the acquiring entity, if other than a corporation; PROVIDED, that if Officer becomes entitled to any payments (whether hereunder or otherwise) by reason of an event described in Internal Revenue Code Section 280G (a "Parachute Event") that would constitute "excess parachute payments" (as defined in Internal Revenue Code Section 280G) if paid, then Officer's entitlement to such payments will be reduced by such amount as will cause none of such payments to constitute excess parachute payments, if, and only if, the net amount received by Officer by reason of the Parachute Event, after imposition of all applicable taxes (including taxes under Internal Revenue Code Section 4099), would be greater after such reduction than if such reduction were not made.

Termination Upon a Change of Control. Officer will be entitled to terminate this Agreement upon a change of control and, subject to Section 7 hereof, and will be entitled to all of the salary, benefits and other rights provided in this Agreement as though the termination had been initiated by Employer on such date without causecause under Section 6(b). For purposes of this Agreement, a change of control will take place upon the occurrence of any of the following events: (a) the acquisition after the beginning of the term of this Agreement in one or more transactions of beneficial ownership (within the meaning of Rule 13d-3(a)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by any person or entity (other than Officer) or any group of persons or entities (other than Officer) who constitute a group (within the meaning of Rule 13d-5 of the Exchange Act) of any securities of Employer such that as a result of such acquisition such person or entity or group beneficially owns (within the meaning of Rule 13d-3(a)(1) under the Exchange Act) more than fifty percent of Employer's then outstanding voting securities entitled to vote on a regular basis for a majority of the Board of Directors of EmployerBoard; or (b) the sale of all or substantially all of the assets of Employer (including, without limitation, by way of merger, consolidation, lease or transfer) in a transaction (except for a sale-leaseback transaction) where Employer or the holders of common stock of Employer do not receive (i) voting securities representing a majority of the voting power entitled to vote on a regular basis for the Board of Directors of the acquiring entity or of an affiliate which controls the acquiring entity, or (ii) securities representing a majority of the equity interest in the acquiring entity or of an affiliate that controls the acquiring entity, if other than a corporation.

Termination Upon a Change of Control. Officer Xx. Xxxxxx will be entitled to terminate this Agreement upon (i) the occurrence of a change of control and(as defined herein); and (ii) the occurrence one of the events outlined in Section 6(d). Upon termination of the Agreement, subject to Section 7 hereof, Xx. Xxxxxx will be entitled to all of the salary, benefits and other rights provided in this Agreement as though the termination had been initiated by Employer on such date without causecause under Section 6(c). For purposes of this Agreement, a change of control will take place upon the occurrence of any of the following events: (a) the acquisition after the beginning of the term of this Agreement in one or more transactions of beneficial ownership (within the meaning of Rule 13d-3(a)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by any person or entity (other than OfficerXx. Xxxxxx) or any group of persons or entities (other than OfficerXx. Xxxxxx) who constitute a group (within the meaning of Rule 13d-5 of the Exchange Act) of any securities of Employer such that as a result of such acquisition such person or entity or group beneficially owns (within the meaning of Rule 13d-3(a)(1) under the Exchange Act) more than fifty percent of Employer's then outstanding voting securities entitled to vote on a regular basis for a majority of the Board of Directors of EmployerBoard; or (b) the sale of all or substantially all of the assets of Employer (including, without limitation, by way of merger, consolidation, lease or transfer) in a transaction (except for a sale-leaseback transaction) where Employer or the holders of common stock of Employer do not receive (i) voting securities representing a majority of the voting power entitled to vote on a regular basis for the Board of Directors of the acquiring entity or of an affiliate which controls the acquiring entity, or (ii) securities representing a majority of the equity interest in the acquiring entity or of an affiliate that controls the acquiring entity, if other than a corporation.

Termination Upon a Change of Control. Officer Employee, for a period of ninety (90) days following a change in control, will be entitled to to: (i) terminate this Agreement upon a change of control and, subject to Section 7 hereof, and will be entitled to all of the salary, benefits compensation and other rights payments provided in Section 7(b) of this Agreement as though the termination if Employer had been initiated by Employer terminated Employee's employment hereunder without cause; and (ii) the vesting of Employee's stock options as set forth in Section 4(c) above. If Employer terminates this Agreement without cause following a change in control, Employee will be entitled to the compensation and payments provided for in Section 7(b) of this Agreement, as if Employer had terminated Employee's employment hereunder without cause; and (ii) the vesting of Employee's stock options as set forth in Exhibit A. For purposes of this Agreement, a "change of control control" will take place upon the occurrence of any of the following events: (a) the acquisition after the beginning of the term of this Agreement in one or more transactions of beneficial ownership (within the meaning of Rule 13d-3(a)(113d-3 (a)(1) under the Securities Exchange Act of 1934, as amended ([the "Exchange Act")]) by any person or entity (other than Officer) or any group of persons or entities (other than OfficerEmployee) who constitute a group (within the meaning of Rule 13d-5 of the Exchange Act) of any securities of Employer such so that as a result of such acquisition such person or entity or group beneficially owns (within the meaning of Rule 13d-3(a)(113d-3 (a)(i) under the Exchange Act) more than fifty percent 50% of Employer's then outstanding voting securities entitled to vote on a regular basis for a majority of the Board of Directors of Employer; or (b) the sale of all or substantially all of the assets of Employer (including, without limitation, by way of merger, consolidation, lease or transfer) in a transaction (except for a sale-leaseback transaction) where Employer or the holders of common stock of Employer do not receive (i) voting securities representing a majority of the voting power entitled to vote on a regular basis for the Board of Directors of the acquiring entity or of an affiliate which controls the acquiring entity, or (ii) securities representing a majority of the equity interest in the acquiring entity or of an affiliate that controls the acquiring entity, if other than a corporation; provided, that if Employee becomes entitled to any payments (whether hereunder or otherwise) by reason of an event described in Internal Revenue Code Section 280G (a "Parachute Event") that would constitute "excess parachute payments" (as defined in Internal Revenue Code Section 280G) if paid, then Employee's entitled to such payments will be reduced by such amount as will cause none of such payments to constitute excess parachute payments, if and only if, the net amount received by Employee by reason of the Parachute Event, after imposition of all applicable taxes (including taxes under Internal Revenue Code Section 4099), would be greater after such reduction than if such reduction were not made.

Termination Upon a Change of Control. Officer will shall be entitled to terminate this Agreement his employment upon a change of control and, subject to Section 7 hereof, will and shall be entitled to all of the salary, benefits and other rights provided in this Agreement (including those payments provided under Section 5 (d) as though the termination had has been initiated by Employer without cause. For purposes of this Agreement, a change of control will take place cause upon the occurrence of any of the following events: (a) the acquisition after the beginning of the term of this Agreement Term in one or more transactions transactions, of beneficial ownership (within the meaning of Rule 13d-3(a)(113d-3 (a) (1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by any person or entity (other than OfficerOfficer or Edwin M. Crawford) or any group of persons or entities (other than Officerxxxxx xxxx Xxxxcer) who constitute a group (within the meaning of Rule 13d-5 Section 13 (d) (3) of the Exchange Act) of any securities of Employer such that as a result of such Xxxxxxxx xxxx xxxx xx x xxxxxx xx xxxx acquisition such person or entity or group beneficially owns (within the meaning of Rule 13d-3(a)(113d-3 (a) (1) under the Exchange Act) more than fifty percent 50% of Employer's then outstanding voting securities entitled to vote on a regular basis for a majority of the Board of Directors of EmployerBoard; or (b) the sale of all or substantially all of the assets of Employer (including, without limitation, by way of merger, consolidation, lease or transfer) in a transaction (except for a sale-leaseback transaction) where Employer or the holders of common stock of Employer do not receive (i) voting securities representing a majority of the voting power entitled to vote on a regular basis for the Board of Directors of the acquiring entity or of an affiliate which controls the acquiring entity, or (ii) securities representing a majority of the equity interest in the acquiring entity or of an affiliate that controls the acquiring entity, if other than a corporation; provided, that if Officer becomes entitled to any payments (whether hereunder or otherwise) by reason of an event described in Internal Revenue Code Section 280G(b) (2) (A) (i) (a "Parachute Event") that would constitute "parachute payments" (as defined in Internal Revenue Code Section 280G(b) (G(2) (A)) if paid, then Officer's entitlement to such payments shall be reduced by such amount as will cause none of such payments to constitute parachute payments if, and only if, the net amount received by Officer by reason of the Parachute Event, after imposition of all applicable taxes (including taxes under Internal Revenue Code Section 4099), would be greater after such reduction than if such reduction were not made.

Termination Upon a Change of Control. Officer will shall be entitled to terminate this Agreement his employment upon a change of control and, subject to Section 7 hereof, will and shall be entitled to all of the salary, benefits and other rights provided in this Agreement (including those payments provided under Section 5 (d) as though the termination had has been initiated by Employer without cause. For purposes of this Agreement, a change of control will take place cause upon the occurrence of any of the following events: (a) the acquisition after the beginning of the term of this Agreement Term in one or more transactions transactions, of beneficial ownership (within the meaning of Rule 13d-3(a)(113d-3 (a) (1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by any person or entity (other than OfficerOfficer or Edwin M. Crawford) or any group of persons or entities (other than Officerothex xxxx Xxxxxxx) who xxo constitute a group (within the meaning of Rule 13d-5 Section 13 (d) (3) of the Exchange Act) of any securities of Employer such that as a result of such Xxxxxxxx xxxx xxxx xx x xxxxxx xx xuch acquisition such person or entity or group beneficially owns (within the meaning of Rule 13d-3(a)(113d-3 (a) (1) under the Exchange Act) more than fifty percent 50% of Employer's then outstanding voting securities entitled to vote on a regular basis for a majority of the Board of Directors of EmployerBoard; or (b) the sale of all or substantially all of the assets of Employer (including, without limitation, by way of merger, consolidation, lease or transfer) in a transaction (except for a sale-leaseback transaction) where Employer or the holders of common stock of Employer do not receive (i) voting securities representing a majority of the voting power entitled to vote on a regular basis for the Board of Directors of the acquiring entity or of an affiliate which controls the acquiring entity, or (ii) securities representing a majority of the equity interest in the acquiring entity or of an affiliate that controls the acquiring entity, if other than a corporation; provided, that if Officer becomes entitled to any payments (whether hereunder or otherwise) by reason of an event described in Internal Revenue Code Section 280G(b) (2) (A) (i) (a "Parachute Event") that would constitute "parachute payments" (as defined in Internal Revenue Code Section 280G(b) (G(2) (A)) if paid, then Officer's entitlement to such payments shall be reduced by such amount as will cause none of such payments to constitute parachute payments if, and only if, the net amount received by Officer by reason of the Parachute Event, after imposition of all applicable taxes (including taxes under Internal Revenue Code Section 4099), would be greater after such reduction than if such reduction were not made.

Termination Upon a Change of Control. Officer will be entitled to terminate this Agreement upon a change of control and, subject to Section 7 hereof, and will be entitled to all of the salary, benefits and other rights provided in this Agreement as though the termination had been initiated by Employer without cause. For purposes of this Agreement, a change of control will take place upon the occurrence of any of the following events: (a) the acquisition after the beginning of the term of this Agreement in one or more transactions of beneficial ownership (within the meaning of Rule 13d-3(a)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by any person or entity (other than OfficerOfficer or Xxxxx Xxxxxx) or any group of persons or entities (other than OfficerXxxxx Xxxxxx) who constitute a group (within the meaning of Rule 13d-5 of the Exchange Act) of any securities of Employer such that as a result of such acquisition such person or entity or group beneficially owns (within the meaning of Rule 13d-3(a)(1) under the Exchange Act) more than fifty percent 50% of Employer's then outstanding voting securities entitled to vote on a regular basis for a majority of the Board of Directors of Employer; or (b) the sale of all or substantially all of the assets of Employer (including, without limitation, by way of merger, consolidation, lease or transfer) in a transaction (except for a sale-leaseback transaction) where Employer or the holders of common stock of Employer do not receive (i) voting securities representing a majority of the voting power entitled to vote on a regular basis for the Board of Directors of the acquiring entity or of an affiliate which controls the acquiring entity, or (ii) securities representing a majority of the equity interest in the acquiring entity or of an affiliate that controls the acquiring entity, if other than a corporation; PROVIDED, that if Officer becomes entitled to any payments (whether hereunder or otherwise) by reason of an event described in Internal Revenue Code Section 280G (a "Parachute Event") that would constitute "excess parachute payments" (as defined in Internal Revenue Code Section 280G) if paid, then Officer's entitlement to such payments will be reduced by such amount as will cause none of such payments to constitute excess parachute payments, if, and only if, the net amount received by Officer by reason of the Parachute Event, after imposition of all applicable taxes (including taxes under Internal Revenue Code Section 4099), would be greater after such reduction than if such reduction were not made.

Termination Upon a Change of Control. Officer will shall be entitled to terminate this Agreement his employment upon a change of control and, subject to Section 7 hereof, will and shall be entitled to (i) all of the salary, benefits and other rights provided in this Agreement (including those payments provided under Section 6(d)) as though the termination had has been initiated by Employer without cause. For purposes , and (ii) a Gross-Up Payment (as defined), to the extent provided by the second paragraph of this AgreementSection 6(f), a change of control will take place upon the occurrence of any of the following events: (a) the acquisition after the beginning of the term date of this Agreement Agreement, in one or more transactions transactions, of beneficial ownership (within the meaning of Rule 13d-3(a)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by any person or entity (other than Officer) or any group of persons or entities (other than Officer) who constitute a group (within the meaning of Rule 13d-5 Section 13(d)(3) of the Exchange Act) of any securities of Employer such that as a result of such acquisition such person or entity or group beneficially owns (within the meaning of Rule 13d-3(a)(1) under the Exchange Act) more than fifty percent 50% of Employer's then outstanding voting securities entitled to vote on a regular basis for a majority of the Board of Directors of EmployerBoard; or (b) the sale of all or substantially all of the assets of Employer (including, without limitation, by way of merger, consolidation, lease or transfer) in a transaction (except for a sale-leaseback transaction) where Employer or the holders of common stock of Employer do not receive (i) voting securities representing a majority of the voting power entitled to vote on a regular basis for the Board of Directors of the acquiring entity or of an affiliate which controls the acquiring entity, or (ii) securities representing a majority of the equity interest interests in the acquiring entity or of an affiliate that controls the acquiring entity, if other than a corporation. A Gross-Up Payment (as defined) shall be payable upon termination of employment pursuant to this Section 6(f) on and subject to the following terms and conditions: (1) If any payment or other benefit (a "Termination Payment") to Officer under this Section 6(f) is or will be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), Employer shall pay to Officer, at the time the applicable Termination Payment is made, an additional amount (the "Gross-Up Payment") such that the net amount retained by Officer, after deduction of any Excise Tax on such Termination Payment and any federal, state and local income tax and Excise Tax on the Gross-Up Payment, shall be equal to the amount or value of such Termination Payment. For purposes of determining whether any such Termination Payment will be subject to the Excise Tax, any other payments or benefits received or to be received by Officer in connection with an event giving rise to a Termination Payment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with Employer, with any person whose actions result in a change in control or with any person affiliated with Employer or such person) shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as being subject to the Excise Tax. The amount of the Termination Payment that shall be treated as subject to the Excise Tax shall be equal to the lesser of (i) the total amount of the Termination Payment or (ii) the amount of excess parachute payments within the meaning of Sections 280G(b)(1) and (4) of the Code (after applying the immediately preceding sentence). The full amount of the Gross-Up Payment shall be treated as being subject to the Excise Tax. The value of any non-cash benefits or any deferred payment or benefit shall be determined in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. (2) For purposes of determining the amount of any Gross-Up Payment, Officer shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the applicable Termination Payment or Gross-Up Payment is made, and shall be deemed to pay state and local income taxes at the highest marginal rates of taxation in the state and locality of his residence on the date the applicable Termination Payment or Gross-Up Payment is made, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes. (3) If the Excise Tax or income tax payable with respect to a Gross-Up Payment as finally determined exceeds the amount taken into account or paid to Officer at the time the applicable Termination Payment or Gross-Up Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the applicable Gross-Up Payment), Employer shall make an additional Gross-Up Payment in respect of such excess (plus any interest payable by Officer with respect to such excess) at the time that the amount of such excess is finally determined.

Termination Upon a Change of Control. Officer will be entitled to terminate this Agreement upon a change of control and, subject to Section 7 hereof, and will be entitled to all of the salary, benefits and other rights provided in this Agreement as though the termination had been initiated by Employer on such date without causecause under Section 6(b). For purposes of this Agreement, a change of control will take place upon the occurrence of any of the following events: (a) the acquisition after the beginning of the term of this Agreement in one or more transactions of beneficial ownership (within the meaning of Rule 13d-3(a)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by any person or entity (other than Officer) or any group of persons or entities (other than Officer) who constitute a group (within the meaning of Rule 13d-5 of the Exchange Act) of any securities of Employer such that as a result of such acquisition such person or entity or group beneficially owns (within the meaning of Rule 13d-3(a)(1) under the Exchange Act) more than fifty percent of Employer's then outstanding voting securities entitled to vote on a regular basis for a majority of the Board of Directors of EmployerBoard; or (b) the sale of all or substantially all of the assets of Employer (including, without limitation, by way of merger, consolidation, lease or transfer) in a transaction (except for a sale-leaseback transaction) where Employer or the holders of common stock of Employer do not receive receive: (i) voting securities representing a majority of the voting power entitled to vote on a regular basis for the Board of Directors of the acquiring entity or of an affiliate which controls the acquiring entity, ; or (ii) securities representing a majority of the equity interest in the acquiring entity or of an affiliate that controls the acquiring entity, if other than a corporation.

Termination Upon a Change of Control. Officer will shall be entitled to terminate this Agreement his employment upon a change of control and, subject to Section 7 hereof, will and shall be entitled to all of the salary, benefits and other rights provided in this Agreement as though the termination had been initiated by Employer without cause. For purposes of this Agreement, a change of control will take place cause upon the occurrence of any of the following events: (a) the acquisition after the beginning of the Term or any renewal term of this Agreement in one or more transactions transactions, of beneficial ownership (within the meaning of Rule 13d-3(a)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by any person or entity (other than OfficerOfficer or E. Xxx Xxxxxxxx) or any group of persons person or entities (other than Officer) who constitute a group (within the meaning of Rule Section 13d-5 of the Exchange Act) of any securities of Employer such that as a result of such acquisition such person or entity or group beneficially owns (within the meaning of Rule 13d-3(a)(1) under the Exchange Act) more than fifty percent 50% of Employer's then outstanding voting securities entitled to vote on a regular basis for a majority of the Board of Directors of Employer; or (b) the sale of all or substantially all of the assets of Employer (including, without limitation, by way of merger, consolidation, lease or transfer) in a transaction (except for a sale-leaseback transaction) where Employer or the holders of common stock of Employer do not receive (i) voting securities representing a majority of the voting power entitled to vote on a regular basis for the Board of Directors of the acquiring entity or of an affiliate which controls ocntrols the acquiring entity, or (ii) securities representing a majority of the equity interest in the acquiring entity or of an affiliate that controls the acquiring entity, if other than a corporation; provided, that if Officer becomes entitled to any payments (whether hereunder or otherwise) by reason of an event described in Internal Revenue Code Section 280G (a "Parachute Event") that would constitute "excess parachute payments" (as defined in Internal Revenue Code Section 280G) if paid then Officer's entitlement to such payments shall be reduced by such amount as will cause none of such payments to constitute excess parachute payments, if, and only if, the net amount received by Officer by reason of the Parachute Event, after imposition of all applicable taxes (including taxes under Internal Revenue Code Section 4099), would be greater after such reduction than if such reduction were not made. This provision specifically does not apply to any change in control which may result from the transactions set forth in the Real Estate Purchase and Sale Agreement, dated January 29, 1997, between Magellan Health Services, Inc. and Crescent Real Estate Equities Limited Partnership currently scheduled to close in May 1997.

Termination Upon a Change of Control. Officer will be entitled to terminate this Agreement upon a change of control and, subject to Section 7 hereof, will be entitled to all of the salary, benefits and other rights provided in this Agreement as though the termination had been initiated by Employer without cause. For purposes of this Agreement, a change the term "Change of control will take place upon Control" shall mean the occurrence of any of the following events: (a) the acquisition after the beginning of the term date of this Agreement Agreement, in one or more transactions transactions, of beneficial ownership (within the meaning of Rule 13d-3(a)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by any person or entity (other than Officer) or any group of persons or entities (other than Officer) who constitute a group (within the meaning of Rule 13d-5 Section 13(d)(3) of the Exchange Act) of any securities of Employer such that as a result of such acquisition such person or entity or group beneficially owns (within the meaning of Rule 13d-3(a)(1) under the Exchange Act) more than fifty percent 50% of Employer's then outstanding voting securities entitled to vote on a regular basis for a majority of the Board of Directors of EmployerBoard; or (b) the sale of all or substantially all of the assets of Employer (including, without limitation, by way of merger, consolidation, lease or transfer) in a transaction (except for a sale-leaseback transaction) where Employer or the holders of common stock of Employer do not receive (i) voting securities representing a majority of the voting power entitled to vote on a regular basis for the Board of Directors of the acquiring entity or of an affiliate which that controls the acquiring entity, entity or (ii) securities representing a majority of the equity interest interests in the acquiring entity or of an affiliate that controls the acquiring entity; or (c) any other event constituting a "Change in Control" under the Caremark Rx, Inc. 1998 Stock Option Plan. The term "Surviving Entity" shall mean the surviving corporation or organization following a Change of Control. The term "Direct Competitor" shall mean a company engaged in business activities that directly compete with Employer's business activities at the time of the Change of Control. In the event of a Change of Control involving a Direct Competitor, Officer may elect to terminate his employment by given 30 days prior written notice to the Surviving Entity. Notwithstanding the foregoing, Officer agrees not to terminate his employment until at least 6 months after the Change of Control if the Surviving Entity has notified Officer in writing within 10 business days following the Change of Control that it would like Officer to remain employed for a 6-month transition period. In the event of a Change of Control not involving a Director Competitor, Officer shall have the right to request at any time during the 30 day period following the consummation of such Change of Control that the Surviving Entity acknowledge and confirm in writing to Officer that the Surviving Entity has assumed all of Employer's rights and obligations in this Agreement in connection with such Change of Control (the "Employment Confirmation"). If the Surviving Entity shall fail to provide Officer with an Employment Confirmation within 30 days of Officer's written request for same, then Officer shall be entitled to terminate his employment during the period commencing 31 days after Officer's written request for an Employment Confirmation and terminating 61 days after Officer's written request for an Employment Confirmation. In the event Officer terminates his employment pursuant to this Section 9(f), then Officer shall be entitled to: (i) a lump sum payment equal to three (3) years of Officer's current base salary; (ii) a lump sum payment equal to three (3) years of Officer's current annual incentive bonus; (iii) continued coverage under Employer's standard and executive benefit plans for three (3) years in accordance with the terms of the applicable plans; provided, if other than the terms of the applicable plan do not permit continued coverage, then Successor Employer shall pay to Officer the value of the applicable benefits in lump sum upon termination of employment; (iv) the applicable stock option plan shall control the treatment of Officer's unexercised stock options, if any; and (v) a corporationGross-Up Payment to the extent provided by the third paragraph of this Section 9(f).